GENERAL DENTIST EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into by and between LA CLINICA DE LOS CAMPESINOS, INC. (dba Family Health / La Clinica), a Wisconsin nonstock, not-for-profit corporation (“FHLC”), and ______, a dentist who is or shall be duly licensed to practice in the State of Wisconsin (“Dentist”).

RECITALS

  1. FHLC owns and operates a Migrant and Community Health Center, which is designated a Federally Qualified Migrant and Community Health Center, providing primary medical, dental and other health care services in Wautoma, Wisconsin.
  2. FHLC is governed by a Board of Directors which authorizes a Chief Executive Officer (CEO) to hire all staff, and to manage and direct operations of FHLC in accord with the organization’s bylaws, policies and procedures.
  3. FHLC, through its CEO, employs a Chief Clinical Officer (CCO) who is responsible for clinician staff relationships and conduct, clinical quality of care, and other clinical issues and affairs of the center and who reports to the CEO.
  4. FHLC desires to assure the availability of general dentistry services to its service area target populations, and therefore desires to engage Dentist to perform general dental services for the patients of FHLC.
  5. Dentist is or shall be licensed to practice general dentistry in Wisconsin, and seeks employment with FHLC under the terms and conditions stated in this Agreement.

IN CONSIDERATION of covenants contained in this Agreement, the parties agree as follows:

1  EMPLOYMENT.

1.1  Offer and Acceptance. FHLC hereby agrees to employ Dentist and Dentist hereby accepts employment, subject to, and in accordance with, the terms and conditions of this Agreement.

1.2  Term of Employment. Dentist’s term of employment under this Agreement will begin ______and end ______. Employment shall be continuous under the terms and provision of this Agreement unless earlier terminated as provided in this Agreement.

1.3  Renewal. Subsequent to the initial term of employment specified in Section 1.2, this Agreement will automatically renew for additional one-year terms under the same terms and provisions herein, unless terminated as provided in this Agreement.

1.4  Reporting. FHLC has organized its center and services to operate through authority granted to the CEO by the Board of Directors. Dentist agrees to report and be accountable to the CCO and CEO of FHLC.

1.5  Dentist Duties. Dentist’s principal duties are to provide general dentistry care to patients of FHLC, together with any duties incidental to Dentist’s principal duties as assigned by FHLC. Dentist shall perform the functions and duties specified in the job description attached hereto as Exhibit A and incorporated by reference herein. Dentist shall assure that the scope of Dentist’s practice does not exceed Dentist’s training, experience, or limitations of professional licensure.

1.6  Dentist Professional Judgment. Dentist acknowledges and agrees that FHLC may establish practice protocols, policies and procedures to assure high quality, cost effective dental services are provided to FHLC patients. Dentist shall be given opportunity to provide input into development or revision of such protocols, policies and procedures. Nothing in this Agreement is intended to restrict the Dentist’s exercise of professional judgment in the provision of care to individual patients, including the referral of patients for other professional services.

1.7  Schedule of Services. Dentist agrees to perform general dentistry services in accord with center and clinic schedules determined by FHLC. Dentist agrees to maintain a work schedule of forty (40) hours per week at a minimum.

1.8  Full Time and Best Efforts. Dentist shall devote full professional time, attention, energies, and best efforts to the practice of dentistry at the FHLC.

1.9  Limitations of Outside Service. The term “Outside Service” means any business or dental practice activity other than service provided under this Agreement to FHLC regardless of whether the activity is pursued for pecuniary advantage. Dentist will not engage in any Outside Service without the prior written consent of FHLC. All fees collected by Dentist or in Dentist name with respect to any Outside Service shall accrue to FHLC except as otherwise set forth in the written consent from FHLC. Dentist may perform the duties of any public office or professional association or board office after review and approval by FHLC, only if it is clear that there is no interference or limitation on the practice of dental services as provided for under this Agreement.

1.10 Practice Development and Management. Dentist shall use and exercise Dentist’s best and most diligent efforts to develop and enhance FHLC’s dental services and practice within the service area, including but not limited to providing “in-service” training of staff and community education programs, coordination and cooperation with referring dentists and physicians in the community, and such other practice development activities as requested, organized or promoted by FHLC. Dentist agrees to conduct Dentist’s practice in a reasonable and prudent manner consistent with sound business practices and shall take all steps necessary to ensure the efficient operation and success of FHLC’s dental practice and center.

2  Licensure and Memberships.

2.1  State Licensure. As a condition of employment, Dentist must be licensed by the State of Wisconsin to provide dental services on or before commencement of the initial term of this Agreement and must continue such licensure during the initial and any renewal terms of this Agreement. Dentist agrees that continued unrestricted licensure is a condition of employment. Dentist shall provide current proof of licensure upon FHLC’s request.

2.2  DEA Registration. As a condition of employment, Dentist shall maintain registration with the Drug Enforcement Administration (“DEA”), if applicable, without any limitation on Dentist’s authority to prescribe drugs under such registration. Dentist shall provide current proof of DEA registration upon FHLC’s request.

2.3  Staff Membership. As a condition of employment, Dentist must be successfully credentialed by FHLC through its credentialing service and must maintain qualifications and requirements for clinical privileges and professional staff membership at FHLC as may be necessary for the performance of Dentist’s duties under this Agreement.

2.4  Medicare and Medicaid Certification. As a condition of employment, Dentist must remain eligible for reimbursement from the Medicare and/or Medicaid programs and shall accept and treat Medicare and Medicaid patients as applicable. Dentist shall immediately notify FHLC if, for any period of time, Dentist is excluded from, or is in any way sanctioned by, the Medicare or Medicaid programs. Dentist shall also notify FHLC within five days of receipt of an initial sanction notice, notice of proposed sanction or of the commencement of a formal investigation, or the filing of charges, by a Medicare or Medicaid peer review organization, the Department of Health and Human Services, or any law enforcement agency or other health regulatory agency of the United States, the State of Wisconsin or any other State.

2.5  HMO/PPO/IPA Memberships. As a condition of employment, Dentist must obtain and maintain membership in such health maintenance organizations, preferred provider organizations, individual practice associations and other managed care arrangements as FHLC may from time to time designate. FHLC shall pay all fees charged by the organizations for obtaining or maintaining the memberships.

2.6  Optional Memberships. Dentist may, subject to FHLC’s prior approval (which may not be unreasonably withheld), apply for, obtain and maintain memberships in other professional organizations, such as state and local dental societies, health maintenance organizations, preferred provider organizations and independent dentistry associations.

3  COMPENSATION.

3.1  Compensation. FHLC will pay Dentist a salary of ______($ ) per year. Compensation shall be paid in accordance with FHLC’s routine payroll procedures.

3.2  Signing Bonus. In consideration of Dentist possible relocation and other expenses in order to make General Dental Services available in FHLC’s service area and accepting the terms of this Agreement, FHLC shall pay, or cause to be paid, a bonus (“Signing Bonus”) to the Employee in the amount of ______($ ). The Signing Bonus shall be paid upon the Employee’s commencement of practice pursuant to this Agreement. In the event this Agreement is terminated prior to term end, the Employee shall pay FHLC, or FHLC is entitled to deduct from any amounts due the Employee, a pro rata portion of the Signing Bonus paid pursuant to this Section. The pro rata portion is the quotient determined by dividing the number of full months of the unexpired portion of the term by thirty-six (36) months.

3.3  Fringe Benefits. As additional compensation for Dentist’s services under this Agreement, FHLC shall provide Dentist with fringe benefits defined by FHLC and offered to FHLC’s healthcare providers in accordance with FHLC’s fringe benefits policies and procedures. FHLC retains the right to change or restructure fringe benefits provided to its employees at any time. A summary of current benefits is attached to this Agreement as Exhibit B. The terms and conditions of benefit plan documents will control the specific rules and procedures for eligibility and participation.

3.4  Withholding. FHLC shall deduct and withhold all necessary employment and income taxes and any other sums required withheld by law from Dentist’s compensation.

4  OBLIGATIONS OF DENTIST.

4.1  Standard of Performance. Dentist shall exercise Dentist’s professional judgment in provision of general dentistry services and shall do all things necessary and reasonably proper to provide and maintain quality patient care and services, including but not limited to the effective use of practice standards and protocols. Dentist shall provide services within the limits of the Dentist’s training and experience and at a generally recognized professional level of quality.

4.2  Professional Liability Insurance. Dentist shall cooperate with FHLC in all respects so as to allow FHLC to maintain professional liability insurance or Federal Tort Claims Act (“FTCA”) coverage on behalf of Dentist. Dentist shall notify the FHLC immediately upon cancellation or limitation for any reason of the insurance required under this Section. The parties agree that any oral or written communications between the Dentist and insuring entities or claimants will be forwarded to FHLC. Dentist agrees FHLC is not responsible for professional liability coverage for any services provided by Dentist that are not within FHLC’s scope of service nor for time periods outside those in which Dentist was not employed by FHLC.

4.3  Conduct. Dentist shall at all times during his employment by FHLC: (1) be aware of, respect, and abide by all laws and ethical directives of the dental profession; (2) comply with all of FHLC’s employment policies that are applicable to professional employees and staff members; (3) comply with all of FHLC’s reasonable directives; and (4) treat all patients who present for care. At all times Dentist is in any facility or on any property of FHLC or any of its affiliates or partners, Dentist may not market, promote, or discuss with any person any business activity, or any product or service of a business activity, that is not directly related to Dentist’s employment with FHLC. FHLC is aware of, will respect, and will abide by the confidentiality of the clinician-patient relationship.

4.4  After Hours Call Coverage. Dentist agrees to participate in after hours coverage program adopted by FHLC.

4.5  Ownership and Confidentiality of Records. The ownership and right of control of all reports, records and supporting documents prepared in connection with services performed by Dentist hereunder belong exclusively to FHLC. Dentist agrees to comply with all Health Insurance Portability and Accountability Act regulations with respect to “Protected Health Information” and “Individually Identifiable Health Information” as defined in that Act. It is understood that the contents of those documents are confidential and disclosure will be made only in accordance with FHLC policies and HIPAA compliance regulations. Consistent with the then-current FHLC policies, Dentist will have access to all those documents during the term of this Agreement. Access to documents upon termination of this Agreement will be limited to the defense of malpractice claims or other governmental investigations and will be subject to all applicable state and federal laws, including those laws relating to the consent and release of medical records.

4.6  Nondisclosure of Proprietary Information. Dentist may not, directly or indirectly, on his or her own behalf or on behalf of any other person, firm or organization (unless specifically required by this Agreement or required or permitted by FHLC in writing): (i) misappropriate any Trade Secrets of FHLC, in violation of applicable state law; or (ii) during the Period of Non-competition (defined in Section), use, divulge, or disclose to any other person, firm, or organization any Confidential Information (defined below) of FHLC unless, through no act or omission of Dentist, the information is in the public domain or known by the third parties to whom Dentist intends to make any otherwise prohibited disclosure or use. For purposes of this Agreement, the term “Trade Secrets” has the meaning set forth in Section 134.90(c), Wis. Stats. as amended, and the term “Confidential Information” means information concerning the operations of FHLC, including, but not limited to, information about FHLC’s patient base and referral sources, financial data, financial status, business operations and plans, contracts and arrangements with individuals, employees, other providers, health plans and payors, marketing and development plans, health care service contracts, health care plans and programs, patient care protocols and policies, charges, fees, and information pertaining to costs.

4.7  Record of Professional Services. Dentist shall on a timely basis prepare and cause to be submitted to FHLC a record of each service provided by Dentist as necessary for reimbursement purposes and as necessary for FHLC’s quality assurance, utilization review and data analysis purposes. Dentist shall cooperate with FHLC to assure the proper documentation of all services and the accuracy of all coding and shall participate in educational activities necessary to assure proper documentation and coding. Dentist will cause to be prepared and filed with FHLC reports and records of all examinations, procedures, and other services performed for patients, prepared in accord with FHLC policies pertaining to clinical records and which reflect the services rendered, the instructions given to the patient, and such other information as FHLC may from time to time require.

4.8  Billing Prohibition. Dentist may not bill anyone for any services rendered except as otherwise provided in this Agreement or consented to by FHLC under Section1.9.